Earnout Shares definition

Earnout Shares has the meaning set forth in Section 3.6(a).

Earnout Shares shall have the meaning given in the Recitals hereto.

Earnout Shares has the meaning set forth in Section 2.10(a).

Examples of Earnout Shares in a sentence

• In no event shall Shareholder become entitled to retain, by reason of the operation of this Section 3.10(h), (x) a number of Purchaser Shares in excess of the Additional Earnout Shares or (y) any Additional Earnout Shares if the Measured Performance Level for the first Calculation Period does not exceed A$12,000,000.

• With respect to such Calculation Period, the Shareholder shall forfeit a number of Additional Earnout Shares equal to 800,000 minus the number of retained Additional Earnout Shares for such Calculation Period; any forfeited Additional Earnout Shares shall be returned to the Purchaser, cancelled, and returned to the status of authorized but unissued shares.

• With respect to each Calculation Period, the Shareholder shall forfeit a number of Earnout Shares equal to 900,000 minus the number of retained Earnout Shares for such Calculation Period; any forfeited Earnout Shares shall be returned to the Purchaser, cancelled, and returned to the status of authorized but unissued shares.

• The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” At the Closing, the Shareholder shall deliver all of the Company Shares to the Purchaser, and the Purchaser Parties shall cause the Purchaser to receive the Estimated Closing Exchange Consideration plus the Earnout Shares and the Additional Earnout Shares.

• In no event shall Shareholder become entitled to retain (w) with respect to any Earnout Event, an excess of 900,000 Purchaser Shares, (x) with respect to all Earnout Events, an excess of 2,700,000 Purchaser Shares, or (y) any Earnout Shares for a Calculation Period if the Measured Performance Level for such Calculation Period does not exceed the Earnout Threshold for such Calculation Period.

More Definitions of Earnout Shares

Earnout Shares shall have the meaning given in the Merger Agreement.

Earnout Shares means (a) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $12.50 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, (b) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $15.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, and (c) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $20.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, in each case, to be allocated as set forth on the Allocation Schedule in the BCA.

Earnout Shares means up to 21,758,148 shares of our common stock issuable pursuant to the Business Combination Agreement to certain Legacy Velo3D equity holders upon the achievement of certain vesting conditions.

Earnout Shares means the shares of Acquiror Common Stock, if any, issued pursuant to Section 3.4.

Earnout Shares means the 855,000 shares of Common Stock received by JCIC Sponsor as merger consideration that are subject to forfeiture, which amount shall be equal to twenty percent (20%) of the Available Sponsor Shares, as more fully described in the section of this prospectus entitled “Certain Relationships and Related Person Transactions — Certain Relationships and Related Person Transactions – JCIC — Sponsor Agreement.”

Earnout Shares shall have the meaning given in the Business Combination Agreement.

Earnout Shares means any shares of Buyer Common Stock issued to the Seller in satisfaction of an Earnout Payment.